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SRG GLOBAL LIMITED — Capital/Financing Update 2012
Sep 2, 2012
65852_rns_2012-09-02_8218d736-166d-416f-bdfc-997f4ec22293.pdf
Capital/Financing Update
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Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B
New issue announcement, application for quotation of additional securities and agreement
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.
Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12
Name of entity
Global Construction Services Ltd
ABN
81 104 662 259
We (the entity) give ASX the following information.
Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).
$\mathbf{I}$ +Class of +securities issued or to be issued
Fully paid ordinary shares
Number of +securities issued or $\overline{2}$ to be issued (if known) or maximum number which may be issued
Approximately 20,552,601 fully paid ordinary shares issued pursuant Accelerated Non-Renounceable Entitlement Offer and approximately 17,267,706 fully paid ordinary shares issued pursuant to the Institutional Placement as announced 3 September 2012.
Principal of the terms $\overline{\mathbf{3}}$ *securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due payment; dates $for$ if securities, +convertible the conversion price and dates for conversion)
Fully paid ordinary shares issued for cash consideration.
+ See chapter 19 for defined terms.
$\overline{\phantom{a}}$
| 4 | Do the + securities rank equallyin all respects from the date ofallotment with an existing +classof quoted *securities?If the additional securities donot rank equally, please state:the date from which they dothe extent to which they۰theparticipatefornextdividend, (in the case of adistribution)trust.OFinterest paymentthe extent to which they donot rank equally, other thanrelation to thenextindividend, distributionOГinterest payment | Yes. Securities rank equally with existing fullypaid ordinary shares. |
|---|---|---|
| 5. | Issue price or consideration | $0.85 per share |
| 6 | Purpose of the issue(If issued as consideration forthe acquisition of assets, clearlyidentify those assets) | The net proceeds of the Entitlement Offer andInstitutional Placementwillbe used toGlobalcontributeConstructiontowardService's growth capital and working capitalrequirements and pay down its existing bankingfacilities.Refer to announcement dated 3 September2012. |
| 6а | Is the entity an + eligible entityobtainedsecuritythathasholder approval under rule 7.1A?If Yes, complete sections 6b - 6hin relation to the + securities thesubject of this Appendix 3B, andcomply with section 6i | No |
| 6b | The date the security holder | |
| resolution under rule 7.1A waspassed | ||
| 6c | Number of + securities issued | |
| without security holder approvalunder rule 7.1 |
+ See chapter 19 for defined terms.
- Number of +securities issued $6d$ with security holder approval under rule 7.1A
- Number of +securities issued 6e with security holder approval under rule $7.3$ , or another specific security holder approval (specify date of meeting)
- Number of securities issued 6f under an exception in rule 7.2
- If securities issued under rule 6g 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation.
- If securities were issued under 6h rule $7.1A$ for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
- 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements
- Dates of entering +securities $\overline{7}$ into uncertificated holdings or despatch of certificates
Shares issued under the Institutional Entitlement Offer and the Placement: 12 September 2012
Shares issued under the Retail Entitlement Offer: 3 October 2012
+ See chapter 19 for defined terms.
| Number | + Class | |
|---|---|---|
| and + class of all8Numberquoted on ASX+ securities(including the securitiesinsection 2 if applicable) | If the EntitlementOffer and Placement Iare fully subscribedwillbethereapproximately154,285,048 fully paidordinary shares (basedon the number of fullypaid ordinary shareson issue at the date ofthis Appendix 3B andthe maximum numberof fully paid ordinaryshares to be issuedunder the EntitlementOffer and Placement,subject to the effectsof rounding). | ordinaryFully paidshares |
+ See chapter 19 for defined terms.
| Number | + Class | |
|---|---|---|
| Number and + class of all 645,000*securities not quoted on ASX(including the securities insection 2 if applicable) | Unlisted employeeoptions |
Dividend policy (in the case of atrust, distribution policy) on the $10$ increased capital (interests)
Part 2 - Bonus issue or pro rata issue
| $\mathbf{u}$ | holderapprovalsecurityIsrequired? | No |
|---|---|---|
| 12 | Is the issue renounceable or non-renounceable? | Non-Renounceable |
| 13 | Ratio in which the + securitieswill be offered | 3 fully paid ordinary share for every 17existing fully paid ordinary shares held on therecord date |
| 14 | + Class of + securities to which theoffer relates | Fully paid ordinary shares |
| 15 | determine+Recorddateto.entitlements | 7.00pm (Sydney Time) on 6 September 2012 |
| 16 | differentholdingsWillonregisters (or subregisters) becalculatingaggregatedforentitlements? | No |
| 17 | Policy for deciding entitlementsin relation to fractions | Entitlements in relation to fractions of shareswill be rounded up to the next whole share |
| 18 | Names of countries in which theentity has + security holders whowill not be sent new issuedocumentsNote: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7. | Shareholders in countries other than Australia,New Zealand, Singapore and Hong Kong |
+ See chapter 19 for defined terms.
| 1Q | Closing date for receipt of $\boxed{4}$ September 2012 for the Institutional | |||||||
|---|---|---|---|---|---|---|---|---|
| acceptances or renunciations | Entitlement Offer and Placement and 25 | |||||||
| September 2012 for the Retail Entitlement | ||||||||
| Offer |
+ See chapter 19 for defined terms.
| 20 | Names of any underwriters | Bell Potter Securities Limited with respect tothe Retail Entitlement Offer only |
|---|---|---|
| 21 | Amount of any underwriting feeor commission | Management, selling and underwriting fee of5% of the funds raised. |
| 22 | Names of any brokers to theissue | $\mid N/A$ |
| 23 | Fee or commission payable to thebroker to the issue | N/A |
| 24 | Amount of any handling feepayable to brokers who lodgeacceptances or renunciations onbehalf of + security holders | Not currently provided for |
| 25 | If the issue is contingent on*security holders' approval, thedate of the meeting | N/A |
| 26 | Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sentto persons entitled | No prospectus has been prepared. The RetailEntitlement Offer documents will bedispatched to eligible retail shareholders on 11September 2012. |
| 27 | If the entity has issued options,and the terms entitle optionholdersparticipatetoonexercise, the date on whichnotices will be sent to optionholders | N/A |
| 28 | Date rights trading will begin (if applicable) | N/A |
| 29 | Date rights trading will end (ifapplicable) | N/A |
| 30 | How do + security holders selltheir entitlements in full througha broker? | N/A |
| 31 | How do + security holders selloftheirentitlementspartthrough a broker and accept forthe balance? | N/A |
+ See chapter 19 for defined terms.
| 32 | How do $+$ security holders dispose $\mid N/A \rangle$of their entitlements (except bysale through a broker)? | |
|---|---|---|
| + Despatch date | 12 September 2012 under the InstitutionalEntitlement Offer and 3 October 2012 underthe Retail Entitlement Offer |
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
| 34 | Type of securities |
|---|---|
| (tick one) |

$(b)$
Securities described in Part 1
All other securities
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities
Entities that have ticked box 34(a)
Additional securities forming a new class of securities
| Tick to indicate you are providing the information or | |
|---|---|
| documents |
- If the *securities are *equity securities, the names of the 20 largest holders of the 35 additional *securities, and the number and percentage of additional *securities held by those holders
- If the 'securities are 'equity securities, a distribution schedule of the additional 36 *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ $5,001 - 10,000$ 10,001 - 100,000
100,001 and over
A copy of any trust deed for the additional +securities
37
+ See chapter 19 for defined terms.
Entities that have ticked box 34(b)
- Number of securities for which $38$ +quotation is sought
- Class of +securities for which 39 quotation is sought
- Do the +securities rank equally in 40 all respects from the date of allotment with an existing +class of quoted +securities?
If the additional securities do not rank equally, please state:
- the date from which they do
- the extent to which they participate for the $next$ dividend, (in the case of a trust, distribution) or interest payment
- the extent to which they do $\bullet$ not rank equally, other than in relation to the next dividend, distribution interest or payment
- Reason for request for quotation 41 now
Example: In the case of restricted securities, end of restriction period
(if issued upon conversion of another security, clearly identify that other security)
Number and +class of all $42$ +securities quoted on ASX (including the securities in clause $38)$
| Number | + Class |
|---|---|
+ See chapter 19 for defined terms.
Quotation agreement
- +Quotation of our additional +securities is in ASX's absolute discretion. ASX $\mathbf{I}$ may quote the *securities on any conditions it decides.
- We warrant the following to ASX. $\overline{2}$
- The issue of the *securities to be quoted complies with the law and is not for an illegal purpose.
- There is no reason why those *securities should not be granted +quotation.
- An offer of the *securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
- Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any 'securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the 'securities be quoted.
- If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the 'securities be quoted.
- We will indemnify ASX to the fullest extent permitted by law in respect of any $\overline{\mathbf{3}}$ claim, action or expense arising from or connected with any breach of the warranties in this agreement.
- We give ASX the information and documents required by this form. If any $\overline{4}$ information or document not available now, will give it to ASX before *quotation of the *securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.
Sign here: ................. Date: 3 September 2012 (Director/Company secretary)
Print name:
Vince Gerasolo
$= 22.22 \pm 0.02$
+ See chapter 19 for defined terms.